Approval for Securities
The Securities and Exchange Act B.E. 2535 prohibits
companies from offering newly issued shares and other securities for sale
without prior approval from the SEC in compliance with the rules and
regulations issued by the SEC Board except for the rights offering to existing
shareholders. This provision allows the SEC to put in place rules and
regulations and consider the merits of the securities to be offered.
offering can be classified by types of securities as follows:
Securities Issuance and Offering by Foreign Issuer
addition, there are rules for the Employee Stock Option Program (ESOP), which
can be divided into:
of Thai companies
of foreign companies
Disclosure of Information
newly issued securities for sale, companies shall apply for an approval from
the SEC and disclose information to the investing public for decision making.
However, the offering of existing securities by its holders can be done without
the SEC approval on the condition that the offerors shall disclose information
prior to offering securities for sale.
securities to the public, the offerors who can be companies or existing
shareholders shall file a registration statement and a draft prospectus to the
SEC to give investors time to study such information. However, some types of
securities offering are not required to file such documents if the offering
does not affect the general public.
The offering of securities for sale is allowed upon:
The SEC approval in case of newly issued shares; and
The effectiveness of the registration filing. During the filing process,
information shall be disclosed with discretion and within the limit of
After offering securities for sale to the public,
companies shall undertake securities settlement with the holders in accordance
with the SEC regulations and disclose information on a continual basis to give
investors information for making investment decision.
of securities issuers subject to public disclosure includes:
Report of securities selling
Report of rights exercising on convertible securities, i.e., warrants and
Report of financial condition and operational performance, consisting of
financial statements and annual reports (Form 56-1 and 56-2)
Report of securities holding of the issuing company management